DEF 14A of Expeditors International Of Washington Inc, Mar 25, 2025

DEF 14A of Expeditors International Of Washington Inc

Filed Mar 25, 2025 · FY20240000950170-25-044161

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Company’s Bylaws require a Board of Directors composed of not less than six nor more than eleven members. The Board is currently comprised of nine members. Expeditors’ Directors are elected at each Annual Meeting to hold office until the next Annual Meeting or until the election or qualification of his or her successor. Any vacancy resulting from the non-election of a Director may be filled by the Board of Directors. The nine nominees are named below. Proxies cannot be voted for a greater number of persons than the number of nominees named in this proposal.

  2. Nominees for Election

    Nominees for Election This year’s nominees consist of seven independent Directors and two non-independent Directors. Unless otherwise instructed, it is the intention of the persons named in the accompanying form of proxy to vote shares represented by properly executed proxies for the nine nominees of the Board of Directors named below. Although the Board anticipates that all of the nominees will be available to serve as Directors of the Company, should any one or more of them be unwilling or unable to serve, it is intended that the proxies will be voted for the election of a substitute nominee or nominees designated by the Board of Directors or the seat will remain open until the Board of Directors identifies a nominee. The Board of Directors has determined that all current Directors except Messrs. Wall and Alger are independent under the applicable independence standards set forth in the rules promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act) and NYSE rules. The Board has designated that only independent Directors can serve as Committee members. The following persons are nominated to serve as Directors until the Company’s 2026 Annual Meeting of Shareholders:

  3. Nominees for Election

    | Independent Nominee | Age | Director Since | 2024 Committee Membership | | | Other Public Company Boards | | | | | NGC | Comp | Audit | | | Robert P. Carlile | 69 | 2019 | | | | MicroVision, Inc. | | James M. DuBois | 61 | 2016 | | | X | | | Mark A. Emmert | 72 | 2008 | X | C | | Weyerhaeuser Co. | | Diane H. Gulyas | 68 | 2015 | X | X | | Ingevity Corp. | | Brandon S. Pedersen | 58 | 2022 | | X | C | trivago N.V. | | Liane J. Pelletier | 67 | 2013 | C | | | Frontdoor, Inc. | | Olivia D. Polius | 55 | 2021 | | | X | | | Non-Independent Nominee | | | | | | | | Glenn M. Alger | 68 | 2017 | | | | | | Daniel R. Wall | 56 | 2025 | | | | |

  4. DIRECTOR BIOGRAPHIES

    DIRECTOR BIOGRAPHIES

  5. Summary of Director Nominee Experience, Qualifications, Attributes & Skills

    Summary of Director Nominee Experience, Qualifications, Attributes & Skills

  6. Director Compensation Program

    Director Compensation Program The Board uses a combination of cash and stock-based compensation to attract and retain qualified non-employee candidates to serve on the Board. In setting Director compensation, the Compensation Committee considers the amount of time that Directors expend in fulfilling their duties, as well as the skill level required as members of the Board and its Committees.

  7. Director Compensation Table

    Director Compensation Table The table below summarizes the compensation paid by the Company to non-employee Directors for the fiscal year ended December 31, 2024:

  8. Director Compensation Table

    | Name | Fees Earned or Paid in Cash | Stock Awards (1) | Option Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | | Robert P. Carlile | $300,000 | 199,926 | — | — | — | $499,926 | | Glenn M. Alger | $125,000 | 199,926 | — | — | — | $324,926 | | James M. DuBois | $125,000 | 199,926 | — | — | — | $324,926 | | Mark A. Emmert | $150,000 | 199,926 | — | — | — | $349,926 | | Diane H. Gulyas | $125,000 | 199,926 | — | — | — | $324,926 | | Brandon S. Pedersen | $155,000 | 199,926 | — | — | — | $354,926 | | Liane J. Pelletier | $150,000 | 199,926 | — | — | — | $349,926 | | Olivia D. Polius | $125,000 | 199,926 | — | — | — | $324,926 |

  9. Director Compensation Table

    (1) This column represents the aggregate fair value of restricted shares issued to non-employee Directors in 2024 from the Amended and Restated 2017 Omnibus Incentive Plan (the “Amended 2017 Plan”). The fair value of restricted stock awards is based on the fair market value of the Company’s shares of Common Stock on the date of award. These restricted shares vested immediately upon award.

  10. Determining Payouts Under the Incentive Pool

    Determining Payouts Under the Incentive Pool Payouts under the Plan were determined by multiplying the Incentive Pool by each participant’s allocable portion of the Incentive Pool. For each quarter of fiscal years 2021-2024, we had positive operating income, which resulted in the funding of the Incentive Pool. At the conclusion of each quarter, the Compensation Committee reviewed, considered downward adjustments, and approved each NEO incentive payment under the Executive Incentive Compensation Plan based on the executive officer’s allocable share of the Incentive Pool for that quarter. In 2022, to reduce the growth of compensation to NEO and certain senior executives, the Compensation Committee reduced payouts by 15% for the second quarter and 20% for each of the third and fourth quarters for a combined total of $12.2 million.

  11. Determination of NEO RSU Grants

    Determination of NEO RSU Grants The Compensation Committee considered various factors in determining the amount of each RSU grant to NEO for 2024, including: • Executive officer performance during the past 12 months, including noteworthy accomplishments; • Targeted NEO equity-to-overall compensation ratio; • Tenure with the Company; • Current position and responsibilities; and • Amount of grant relative to peers within the Company. RSU grants vest 1/3 on each successive one-year anniversary of the grant date.

  12. PSU Grants to CEO and Senior Executive Management

    PSU Grants to CEO and Senior Executive Management To further align NEO and senior executive management long-term incentive compensation with shareholders’ interests and focus on long-term performance, the Compensation Committee, grants performance share units (PSU) subject to vesting only if 3-year performance goals were achieved for Net Revenues and EPS, weighted 25% and 75% respectively. The PSU are awarded in May each year under the Amended and Restated 2017 Omnibus Incentive Plan (the Amended 2017 Plan) that was approved by shareholders. PSU incentive goals are established by the Compensation Committee with the intent that performance in-line with our operating plans should result in a payout that is approximately at target. In order to achieve the maximum goals, performance would have to exceed our operating plans to a significant degree. Threshold performance goals were set at a level that was meant to be attainable and below which the Company could not justify a vesting. In evaluating the difficulty of our target performance goals, the Compensation Committee believes these goals are challenging. As disclosed in our Annual Report to Shareholders in Form 10-K, the Company has a policy against issuing financial forecasts or projections or confirming the accuracy of forecasts or projections issued by others. In accordance with this long-standing policy, we do not disclose PSU targets that vest in the future.

  13. 2022 PSU Performance Criteria & Discussion

    2022 PSU Performance Criteria & Discussion The performance period of 2022 PSU awards to NEO and to senior executive management was January 1, 2024 to December 31, 2024. In setting targets for the 2022 PSU in May 2022, the Compensation Committee considered a number of factors, including the Company’s past performance; current strategies and initiatives; estimated share repurchases; expected macro-economic forces; and global trade expectations. Following the end of the performance period, the Compensation Committee considers the Company’s actual performance compared to targets, including the effect of any significant items during the performance period in making its final determination. Based on the Company’s performance in 2024, NEO and senior executive management only vested in 13% of the 2022 PSU awards as only the threshold Net Revenue target was achieved and not the threshold target for EPS. The final number of shares earned by NEO is shown in the table below.

  14. 2022 PSU Performance Criteria & Discussion

    | PSU Performance Criteria | Weighting | Threshold | Target | Maximum | Actual | | Percent of PSU Earned: | | 50% | 100% | 200% | 13% | | Cumulative EPS Growth: | 75% | $6.22 | $9.57 | $12.92 | $5.72 | | Net Revenues Growth (in millions): | 25% | $3,358 | $5,166 | $6,974 | $3,414 | | PSU Awarded and Actual Vested:(1) | | 15,032 | 30,063 | 60,126 | 4,020 |

  15. 2022 PSU Performance Criteria & Discussion

    (1) Actual PSU awarded includes 143 dividend equivalents earned since the grant date.

  16. RSU & PSU Vesting and Retirement Eligibility

    RSU & PSU Vesting and Retirement Eligibility RSU grants vest 1/3 on each successive one-year anniversary of the grant date. PSU grants vest only if performance goals are achieved for net revenue and EPS growth in the second calendar year after grant. The RSU and PSU awards under the Amended 2017 Plan include a dividend equivalent that vests commensurately with the underlying award. In addition, senior executive management who have either (i) attained the age of 55 and completed at least 10 years of continuous service, or (ii) completed at least 30 years of continuous service are deemed "retirement eligible." All NEO are retirement-eligible, except for Mr. Bell. Upon the retirement, death or disability of a retirement-eligible senior executive manager, RSU grants vest immediately and PSU grants will vest at the end of the applicable performance period. See “Potential Payments upon Termination & Change in Control” for a description of the treatment of RSU and PSU awards upon an involuntary termination with cause and without cause and a voluntary termination for good reason.

  17. Perquisites & Other Personal Benefits

    Perquisites & Other Personal Benefits The Company provides no perquisites or personal benefits to our NEO that are not available to all employees. The Company provides standard benefits packages to all employees that vary by country, based on individual country regulations. Further, the Company does not provide tax “gross-ups” on change in control severance benefits or any other type of benefit.

  18. Role of the Compensation Committee, Management & Consultants

    Role of the Compensation Committee, Management & Consultants Compensation decisions, other than compensation and equity grant determinations for the CEO, are made in consultation with the CEO. Compensation decisions for the CEO are made by our Compensation Committee and approved by our full Board. With respect to the 2008 Executive Incentive Compensation Plan, the CEO recommends allocation percentages for all participating executive officers, which must be reviewed and approved by the Compensation Committee. The Board believes in overall total compensation targets that are consistent with the underlying compensation philosophy of the Company. The Company recognizes that because it operates in the highly competitive global logistics services industry, the quality of its service depends upon the quality of the executives and other employees it is able to attract and retain. In order to succeed, the Company believes that it must be able to attract and retain qualified executives and employees. The Compensation Committee considers the competitiveness of the entire compensation package of an executive officer relative to that paid by similar companies when evaluating the adequacy of base salaries, the percentage allocations of the 2008 Executive Incentive Compensation Plan and equity grants. The Company’s objective is to offer a total compensation package, which gives the executive officer the opportunity to be rewarded at a level believed to be superior to that offered by the Company’s competitors in the global logistics services industry. The Company believes that the opportunity for achieving superior levels of compensation is predicated on achieving sustained, long-term profitable results that are superior to those of its competitors. The Compensation Committee used benchmark data on a limited basis to review base salaries and other compensation information and practices disclosed by certain U.S. publicly traded companies in the logistics and transportation industry. The benchmark data has confirmed that the Company’s compensation packages offered to executives are competitive and give executives appropriate incentives to retain and gain profitable customers and grow the Company’s services. Benchmark data was derived from proxy statements filed by Alaska Air Group, Inc., CH Robinson Worldwide, Inc., CSX Corp., JB Hunt Transport Services, Inc., JetBlue Airways Corp., Knight-Swift Transportation Holdings, Inc., Norfolk Southern Corp., Old Dominion Freight Line, Inc., Ryder System, Inc., Schneider National, Inc., Southwest Airlines Co., Union Pacific Corp., and XPO Logistics. While these companies vary in size in terms of revenue, the Compensation Committee believes the benchmark data derived from this group of companies is useful for the limited comparisons described above. Since 2016, the Compensation Committee has engaged Meridian Compensation Partners, LLC (Meridian) to provide advice on executive and Director compensation matters. The Compensation Committee has assessed the independence of Meridian pursuant to SEC and NYSE rules and determined that no conflict of interest exists that would prevent Meridian from providing independent and objective advice to the Compensation Committee. Meridian has provided consulting services only as directed by the Compensation Committee. Meridian reports directly to the Compensation Committee and does not provide any other services to the Company.

  19. Employment Agreements

    Employment Agreements The Company has entered into employment agreements with each NEO. Each employment agreement is automatically renewable upon expiration for additional one-year periods unless either party elects otherwise.

  20. Summary Compensation Table for the Fiscal Year Ended December 31, 2024

    Summary Compensation Table for the Fiscal Year Ended December 31, 2024 The table below summarizes the total compensation earned by each NEO for each of the years shown. The Company has entered into employment and indemnification agreements with all of the NEOs. The NEOs were not entitled to receive payments that would be characterized as “Bonus” payments for the years shown. Amounts listed under “Non-Equity Incentive Plan Compensation” were determined based on percentages of the Incentive Pool that were allocated to each NEO by the Compensation Committee under the 2008 Executive Incentive Compensation Plan based on the factors described in the Compensation Discussion and Analysis contained herein. Base salaries for the NEO accounted for less than 3% of their total compensation and “at-risk” compensation accounted for 75% or more of their total compensation in 2024. Benefits accounted for less than 1% of the total compensation of NEO. The following table sets out the type and amount of compensation paid to each NEO for the years ended December 31:

  21. Summary Compensation Table for the Fiscal Year Ended December 31, 2024

    | Name & Position | Year | Salary | Stock Awards (1) | Non-Equity Incentive Plan Compensation | All Other Compensation (2) | Total | | Jeffrey S. Musser | 2024 | $100,000 | 2,895,480 | 5,085,411 | 3,000 | $8,083,891 | | President & Chief | 2023 | $100,000 | 2,895,774 | 4,454,587 | 3,000 | $7,453,361 | | Executive Officer | 2022 | $100,000 | 2,895,962 | 7,834,085 | 3,000 | $10,833,047 | | Daniel R. Wall | 2024 | $100,000 | 1,169,912 | 3,319,233 | 3,000 | $4,592,145 | | President - Global | 2023 | $100,000 | 1,169,996 | 2,907,495 | 3,000 | $4,180,491 | | Geographies | 2022 | $100,000 | 1,169,594 | 5,113,284 | 3,000 | $6,385,878 | | Blake R. Bell (3) | 2024 | $100,000 | 1,973,752 | 2,215,023 | 3,000 | $4,291,775 | | President – Global | 2023 | $100,000 | 1,975,132 | 1,758,141 | 3,000 | $3,836,273 | | Services | | | | | | | | Kelly K. Blacker (4) | 2024 | $100,000 | 1,973,752 | 2,215,023 | 3,000 | $4,291,775 | | President – Global | | | | | | | | Products | | | | | | | | Bradley S. Powell | 2024 | $100,000 | 1,169,912 | 3,740,295 | 3,000 | $5,013,207 | | Senior Vice President & | 2023 | $100,000 | 1,169,996 | 3,276,327 | 3,000 | $4,549,323 | | Chief Financial Officer | 2022 | $100,000 | 1,169,594 | 5,761,931 | 3,000 | $7,034,525 |

  22. Summary Compensation Table for the Fiscal Year Ended December 31, 2024

    (1) Represents the aggregate grant date fair value of RSU and PSU awards at target. RSU will vest annually over three years after the grant date or upon retirement, if the NEO is retirement-eligible. All NEO except Blake Bell are retirement-eligible. The PSU value is based upon the probable outcome, as estimated at the grant date, of achieving the performance metrics at target at the end of the three-year performance period. (2) Represents the Company’s matching contributions, up to a maximum annual Company contribution of $3,000, under an employee savings plan under Section 401(k) of the Code. (3) Mr. Bell was not a NEO of the Company in 2022. Ms. Blacker was not a NEO of the Company in 2023 or 2022.

  23. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table sets forth certain information regarding awards granted to each NEO during the year ended December 31, 2024:

  24. Grants of Plan-Based Awards Table

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | | | | | Name | Grant Date of Equity Awards | Threshold | Target | Maximum | Threshold | Target | Maximum | All Other Stock Awards(3) | Closing Price on Grant Date | Grant Date Fair Value of Stock Awards | | Jeffrey S. Musser | 5/2/2024 | — | $5,085,411 | — | 6,300 | 12,600 | 25,200 | — | $114.90 | $1,447,740 | | | 5/2/2024 | — | — | — | — | — | — | 12,600 | $114.90 | $1,447,740 | | Daniel R. Wall | 5/2/2024 | — | $3,319,233 | — | 2,546 | 5,091 | 10,182 | — | $114.90 | $584,956 | | | 5/2/2024 | — | — | — | — | — | — | 5,091 | $114.90 | $584,956 | | Blake R. Bell | 5/2/2024 | — | $2,215,023 | — | 4,295 | 8,589 | 17,178 | — | $114.90 | $986,876 | | | 5/2/2024 | — | — | — | — | — | — | 8,589 | $114.90 | $986,876 | | Kelly K. Blacker | 5/2/2024 | — | $2,215,023 | — | 4,295 | 8,589 | 17,178 | — | $114.90 | $986,876 | | | 5/2/2024 | — | — | — | — | — | — | 8,589 | $114.90 | $986,876 | | Bradley S. Powell | 5/2/2024 | — | $3,740,295 | — | 2,546 | 5,091 | 10,182 | — | $114.90 | $584,956 | | | 5/2/2024 | — | — | — | — | — | — | 5,091 | $114.90 | $584,956 |

  25. Grants of Plan-Based Awards Table

    (1) The total amount available to executive officers and key employees participating in the 2008 Executive Incentive Compensation Plan, including all NEO, is limited to 10% of pre-bonus operating income. Individual amounts earned under this plan are determined by the Compensation Committee based on allocation percentages and any potential downward adjustments implemented by the Compensation Committee. The Company does not use thresholds or targets or maximums in determining levels of compensation under this plan. (2) PSU grants are made by the Compensation Committee pursuant to the Company’s Amended 2017 Plan. The final number of PSU are determined using an adjustment factor of between half and two times the target PSU amount, depending on the degree of achievement above threshold of the designated net revenue and earnings per share performance targets in the year ended December 31, 2026. If the minimum performance thresholds are not achieved, no shares will be issued. Each PSU vests at the end of the performance period and will convert to one share of the Company's Common Stock within 73 days after the end of the performance period. (3) RSU grants are made by the Compensation Committee pursuant to the Company’s Amended 2017 Plan. RSU vest annually over three years based on continued employment, unless the participant is eligible for retirement, and are settled upon vesting in shares of the Company's Common Stock on a one-for-one basis.

  26. Option Exercises, Shares Vested & Year-End Equity Value Tables

    Option Exercises, Shares Vested & Year-End Equity Value Tables The following table sets forth certain information regarding options exercised and RSU and PSU vested for each NEO during the year ended December 31, 2024:

  27. Option Exercises, Shares Vested & Year-End Equity Value Tables

    | | Option Exercises | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting (1)(2) | Value Realized on Vesting (1)(2) | | Jeffrey S. Musser | — | — | 15,398 | $1,752,026 | | Daniel R. Wall | — | — | 6,221 | $707,844 | | Blake R. Bell | — | — | 4,535 | $511,848 | | Kelly K. Blacker | — | — | 2,765 | $314,613 | | Bradley S. Powell | — | — | 6,221 | $707,844 |

  28. Option Exercises, Shares Vested & Year-End Equity Value Tables

    (1) Includes dividend equivalents. (2) Represents the market price of the Company's Common Stock at the vesting date, multiplied by the number of RSU vested. The amounts include 4,020 total PSU awarded to the NEOs in 2022 that vested at the end of the 2024 performance period with a realized value of $117.26 per share. The PSU were settled on February 21, 2025.

  29. Potential Payments upon Termination & Change in Control

    Potential Payments upon Termination & Change in Control The Company has employment agreements with each NEO and maintains certain plans under which it provides compensation to the NEO in the event of a termination of employment or a change in control. The following table and accompanying footnotes illustrate the payments that would be due to each NEO under all applicable termination scenarios, assuming the triggering event took place on December 31, 2024:

  30. Potential Payments upon Termination & Change in Control

    | | | Involuntary | | Voluntary | | | | | | Termination | | Termination | | | | | | with Cause | Voluntary | Including | Involuntary | | | | Involuntary | with Non- | Termination | Retirement with | Termination | | | | Termination | Compete | Including | Non-Compete | without | Death or | | | with Cause (1) | Agreement (1) | Retirement (2,3) | Agreement (1,2,3) | Cause (2,3,4) | Disability (5) | | Jeffrey S. Musser | | | | | | | | Employment Agreement | — | $50,000 | — | $50,000 | $2,592,706 | — | | Restricted Stock Units | — | — | $2,919,344 | 2,919,344 | 2,919,344 | $2,919,344 | | Performance Stock Units | — | — | 3,057,473 | 3,057,473 | 3,057,473 | 3,057,473 | | Total | — | $50,000 | $5,976,817 | $6,026,817 | $8,569,523 | $5,976,817 | | Daniel R. Wall | | | | | | | | Employment Agreement | — | $50,000 | — | $50,000 | $1,709,617 | — | | Restricted Stock Units | — | — | $1,179,479 | 1,179,479 | 1,179,479 | $1,179,479 | | Performance Stock Units | — | — | 1,235,418 | 1,235,418 | 1,235,418 | 1,235,418 | | Total | — | $50,000 | $2,414,897 | $2,464,897 | $4,124,514 | $2,414,897 | | Blake R. Bell | | | | | | | | Employment Agreement | — | $50,000 | — | $50,000 | $1,157,512 | — | | Restricted Stock Units | — | — | — | — | 728,221 | $728,221 | | Performance Stock Units | — | — | — | — | 941,921 | — | | Total | — | $50,000 | — | $50,000 | $2,827,654 | $728,221 | | Kelly K. Blacker | | | | | | | | Employment Agreement | — | $50,000 | — | $50,000 | $1,157,512 | — | | Restricted Stock Units | — | — | $1,233,646 | 1,233,646 | 1,233,646 | $1,233,646 | | Performance Stock Units | — | — | 1,223,123 | 1,223,123 | 1,223,123 | 1,223,123 | | Total | — | $50,000 | $2,456,769 | $2,506,769 | $3,614,281 | $2,456,769 | | Bradley S. Powell | | | | | | | | Employment Agreement | — | $50,000 | — | $50,000 | $1,920,148 | — | | Restricted Stock Units | — | — | $1,179,479 | 1,179,479 | 1,179,479 | $1,179,479 | | Performance Stock Units | — | — | 1,235,418 | 1,235,418 | 1,235,418 | 1,235,418 | | Total | — | $50,000 | $2,414,897 | $2,464,897 | $4,335,045 | $2,414,897 |

  31. Potential Payments upon Termination & Change in Control

    (1) Following an executive officer's resignation, or when terminating an executive officer for cause, the Company may, in its sole discretion, invoke a six-month non-compete provision contained in the employment agreements for a lump sum payment representing 50% of the executive officer’s base salary. The term “cause” as defined in the employment agreement is any act of an executive officer, which in the reasonable judgment of the Board of Directors, constitutes dishonesty, larceny, fraud, deceit, gross negligence, a crime involving moral turpitude, willful misrepresentation to shareholders, Directors or officers or material breach of the employment agreement. (2) NEO are retirement eligible if they either have (i) attained the age of 55 and completed at least 10 years of continuous service, or (ii) completed at least 30 years of continuous service. All NEO were retirement eligible except Blake Bell. With respect to RSU and PSU grants, “retirement” means the voluntary or involuntary termination of employment for any reason other than for cause, disability or death. Upon such voluntary or involuntary termination of employment for any reason other than for cause, disability or death, for retirement eligible NEO RSU vest and PSU awards vest at the end of the performance period based on actual performance. (3) For PSU awards, if terminated prior to the commencement or completion of a performance period, then (i) unvested PSU granted during the prior six-month period will be forfeited; (ii) provided that the NEO timely executes a waiver and release of claims against the Company, a prorated portion (based on service completed at the time of termination) of unvested PSU will be eligible to become vested at the end of the applicable performance period, based on actual achievement of performance goals; and (iii) all other unvested PSU shall be forfeited. For RSU awards, if terminated prior to a scheduled vesting date, then (i) unvested RSU granted during the prior six month period will be forfeited; (ii) provided that the NEO timely executes a waiver and release of claims against the Company, those RSU that otherwise would have vested during the twelve (12) month period following the NEO’s termination will immediately become vested upon the NEO’s termination; and (iii) all other unvested RSU shall be forfeited. PSU will be paid out shortly after the performance period ends and RSU will be paid out shortly after the scheduled vesting date set forth in the RSU Agreement. (4) When terminating an executive without cause, the Company must pay the executive officer cash compensation in a lump sum amount equal to 50% of his or her base salary plus 50% of the amount of the preceding twelve months of non-equity incentive compensation, which automatically extends the non-compete provision for an additional six months. Upon the death or disability of an NEO, the NEO or NEO's estate shall be entitled payment or settlement, within 90 days of the NEO's death or disability, of all unvested RSU. Upon death or disability of a retirement-eligible NEO, for PSU, the NEO or NEO’s estate shall be entitled payment or settlement as soon as administratively feasible, assuming that performance would be achieved at the target level with respect to the full amount of PSU. Under NEO employment agreements, no cash payments are due upon a "change in control." The following table and accompanying footnotes illustrate the payments that would be due to each of the NEO under all applicable “change in control” scenarios relative to their equity awards, assuming the triggering event took place on December 31, 2024:

  32. Potential Payments upon Termination & Change in Control

    | | Change in Control with | Change in Control | Qualifying Termination after a | | | RSU/PSU Replacement | without RSU/PSU | Change in Control with RSU/PSU | | | Awards (1,2) | Replacement Awards (1,2,3) | Replacement Awards (1,2,4,5) | | Jeffrey S. Musser | | | | | Restricted Stock Units | — | $2,919,344 | $2,919,344 | | Performance Share Units | — | 3,057,473 | 3,057,473 | | Total | — | $5,976,817 | $5,976,817 | | Daniel R. Wall | | | | | Restricted Stock Units | — | $1,179,479 | $1,179,479 | | Performance Share Units | — | 1,235,418 | 1,235,418 | | Total | — | $2,414,897 | $2,414,897 | | Blake R. Bell | | | | | Restricted Stock Units | — | $728,221 | $728,221 | | Performance Share Units | — | 941,921 | 941,921 | | Total | — | $1,670,142 | $1,670,142 | | Kelly K. Blacker | | | | | Restricted Stock Units | — | $1,233,646 | $1,233,646 | | Performance Share Units | — | 1,223,123 | 1,223,123 | | Total | — | $2,456,769 | $2,456,769 | | Bradley S. Powell | | | | | Restricted Stock Units | — | $1,179,479 | $1,179,479 | | Performance Share Units | — | 1,235,418 | 1,235,418 | | Total | — | $2,414,897 | $2,414,897 |

  33. Potential Payments upon Termination & Change in Control

    “Change in Control” means any of the following: (a) when any person (with certain exceptions) becomes the beneficial owner, directly or indirectly, of 50% of the Company’s then outstanding securities,(b) when a transaction requiring shareholder approval occurs involving the sale of all, or substantially all, of the assets of the Company or a merger of the Company with or into another company, or (c) "Continuing Directors" (as defined in the Amended 2017 Plan) cease to constitute a majority of the Board other than due to death, retirement or disability, or (d) shareholder approval of a complete liquidation or dissolution of the Company. (2) An unmodified RSU or PSU surviving a Change in Control would qualify as a "Replacement Award." (3) For PSU assumes that actual performance through the date of the Change in Control is not greater than the PSU at "target" level. PSU issuance is to occur within 30 days of the Change in Control event. (4) The term "Qualifying Termination" is an involuntary termination without cause or a voluntary termination with Good Reason that occurs within two years of a Change in Control involving Replacement Awards. Issuance to occur within 60 days of the Qualifying Termination. (5) For PSU assumes that actual performance through the date of the Change in Control is not greater than the PSU at "target" level. PSU issuance is to occur within 60 days of the Qualifying Termination.

  34. 2024 CEO Pay Ratio Disclosure

    2024 CEO Pay Ratio Disclosure As required by Item 402(u) of Regulation S-K, we are providing the following information to explain the relationship between the annual total compensation of our estimated median employee and the annual total compensation of Jeffrey S. Musser, President and Chief Executive Officer (the CEO). For the year ended December 31, 2024, the annual total compensation of the estimated median employee (other than our CEO) was $54,048. The annual total compensation of Mr. Musser was $8,083,891. Based on this information, the ratio of the annual total CEO compensation to the annual total compensation of the estimated median employee was 150 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices, geographic distribution of employees, and mix of salaried vs. hourly employees and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the “median employee,” the methodology we used in 2024 was as follows: i. We determined our employee population (including full-time and part-time), less employees from 10 countries, as allowed by the pay ratio rules of Item 402(u). ii. We used a consistently applied compensation measure, which included base salary, overtime, bonus, commission, and other compensation recorded in our payroll records and annualized the cash compensation recorded in our payroll systems of active employees on December 31, 2024. iii. For purposes of identifying the median employee, we utilized average foreign exchange rates in 2024.

  35. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information to explain the annual Compensation Actually Paid (CAP) of our principal executive officer (CEO); the average CAP of the other NEO; the Company’s cumulative total shareholder return (TSR); TSR for our self-selected peer group (the Dow Jones Transportation Index); Net Income; and that financial performance measure that we have determined most directly links operational performance to compensation actually paid to the our NEOs for the most recently completed fiscal year (Operating Income). CAP, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year due to the impact of long-term incentive compensation within our pay program. The following tables set forth information regarding CEO and average other NEO CAP versus financial and operational performance for the last five years; the measures that we deem to be most important when determining executive compensation; and a comparison of CAP to the CEO and the average CAP to the other NEO versus TSR for our Company and our select peer group and our Company’s Net Income and Operating Income:

  36. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | Company- Selected Measure (CSM) | | Year | Summary Compensation Table Total for CEO (1) | Compensation Actually Paid to CEO (1)(2)(5)(6)(7) | Average Summary Compensation Table Total for Other NEOs (3) | Average Compensation Actually Paid to Other NEOs (2)(3)(5)(6)(7)(8) | Total Shareholder Return (4) | Peer Group: Dow Jones Transportation Average Index Total Shareholder Return (4) | Net Income ($000) | Operating Income ($000) | | 2024 | $8,083,891 | $8,323,770 | $4,547,226 | $4,708,841 | $150.42 | $156.33 | $811,633 | $1,041,323 | | 2023 | $7,453,361 | $7,847,316 | $4,151,877 | $4,333,992 | $170.68 | $154.05 | $751,779 | $939,933 | | 2022 | $10,833,047 | $8,783,033 | $6,675,790 | $5,871,073 | $137.78 | $127.86 | $1,360,605 | $1,824,371 | | 2021 | $13,026,304 | $17,822,709 | $8,197,868 | $10,080,541 | $175.94 | $155.22 | $1,418,845 | $1,909,326 | | 2020 | $7,405,851 | $11,306,974 | $4,440,906 | $5,523,104 | $123.45 | $116.52 | $698,214 | $940,437 |

  37. Pay Versus Performance

    (1) Mr. Jeffrey S. Musser was the CEO in all years presented. (2) SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine “compensation actually paid” as reported in the Pay versus Performance Table. “Compensation actually paid (CAP) amounts include total compensation per the Summary Compensation Table, less grant date fair value of PSUs and RSUs, plus the change in fair value of equity awards during the current year. The following table details these adjustments. (3) In 2024, the other NEOs were Daniel R. Wall, Blake R. Bell, Kelly K. Blacker, and Bradley S. Powell. In 2023, the other NEOs were Daniel R. Wall, Richard H. Rostan, Blake R. Bell, and Bradley S. Powell. In 2020, 2021 and 2022, the other NEOs were Eugene K. Alger, Daniel R. Wall, Richard H. Rostan, and Bradley S. Powell. (4) Total Shareholder Return is determined based on the value of initial fixed investment of $100. The Peer Group Total Shareholder Return uses the Dow Jones Transportation Average. (5) At year-end 2020, PSUs granted in 2018 and 2020 were remeasured assuming achievement of maximum performance criteria for purposes of CAP compared to target at grant date. (6) At year-end 2021, PSUs granted in 2019 were remeasured assuming achievement of maximum performance criteria for purposes of CAP compared to target at grant date. (7) At year-end 2023, PSUs granted in 2022 were remeasured assuming threshold performance criteria will not be achieved for purposes of CAP compared to target at grant date. (8) At year-end 2024, PSUs granted in 2023 were remeasured assuming performance between target and maximum performance criteria for purposes of Cap compared to target at grant date. PSUs granted in 2022 were remeasured assuming threshold performance will be achieved for purposes of CAP compared to target at grant date.

  38. Pay Versus Performance

    | Year | Executive(s) | Summary Compensation Table Total | Subtract Stock Awards | Add Year-End Equity Value of Current Year Awards | Change in Value of Prior Equity Awards | Add Change in Value of Vested Equity Awards | Subtract Value of Equity Awards that Failed to Meet Vesting Conditions | Compensation Actually Paid | | 2024 | CEO | $8,083,891 | (2,895,480) | 2,825,300 | 276,887 | 33,172 | — | $8,323,770 | | | Other NEO | $4,547,226 | (1,571,832) | 1,533,721 | 199,091 | 635 | — | $4,708,841 | | 2023 | CEO | $7,453,361 | (2,895,774) | 3,289,646 | (1,142,315) | 1,142,398 | — | $7,847,316 | | | Other NEO | $4,151,877 | (1,337,648) | 1,372,615 | (373,823) | 520,971 | — | $4,333,992 | | 2022 | CEO | $10,833,047 | (2,895,962) | 2,970,034 | (784,213) | (1,339,873) | — | $8,783,033 | | | Other NEO | $6,675,790 | (1,136,182) | 1,015,272 | (307,877) | (375,930) | — | $5,871,073 | | 2021 | CEO | $13,026,304 | (2,896,946) | 3,448,567 | 2,027,805 | 2,216,979 | — | $17,822,709 | | | Other NEO | $8,197,868 | (1,136,891) | 1,353,375 | 796,050 | 870,139 | — | $10,080,541 | | 2020 | CEO | $7,405,851 | (2,406,138) | 4,769,250 | 622,974 | 915,037 | — | $11,306,974 | | | Other NEO | $4,440,906 | (944,456) | 1,871,983 | 244,461 | (89,790) | — | $5,523,104 |

  39. Pay Versus Performance

    We consider the following to be the most important financial performance measures the Company uses to link executive compensation to Company performance.

  40. Pay Versus Performance

    | Most Important Performance Measures for Determining Executive Compensation | | Operating Income | | Earnings per Share | | Net Revenues (non-GAAP) |

  41. Pay Versus Performance

    The following chart presents the relationship between CAP paid to the CEO and the average of other NEO and Total Shareholder Return. vs TSR Alignment The graph compares Expeditors International of Washington, Inc.'s cumulative 5-Year total shareholder return on common stock with the Dow Jones Transportation Average. The graph assumes an initial fixed investment of $100 in our common stock and in the index at the beginning of the period presented. Total return assumes reinvestment of dividends in the index. The following chart presents the relationship between Compensation Actually Paid to the CEO and the average of other NEO and Operating Income and Net Income. As illustrated in the tables and charts above, CAP and performance are generally aligned, with higher or lower pay in years with growing or declining financial performance. Non-equity incentive compensation is closely aligned with operating income and net income. Equity-based compensation, as calculated under CAP regulations, is impacted by changes in our stock price and estimates of achieving future PSU vesting performance targets. In 2024, the non-equity component of CAP increased, as did operating income and net income. The equity-based component decreased due to a decline in stock price, which was consistent with TSR performance, partially offset by the remeasurement of PSU vesting estimates. In 2023, the change in the non-equity component of CEO CAP was consistent with declines in operating income and net income, while the equity-based component increased as a result of a higher stock price, which was consistent with TSR performance. In 2022, the change in CEO CAP was consistent with TSR performance principally as a result of declining equity-based compensation from a lower stock price and actions taken by the Compensation Committee to reduce payouts to CEO and other NEO from the non-equity incentive compensation plan, while operating income and net income were at near record levels. In 2021, the change in CEO CAP was consistent with changes in operating income, net income and TSR performance.